Sec Form 13G Filing - VCK Investment Fund Ltd (SAC) filing for STONECO LTD (STNE) - 2020-02-13

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. 1)* 

 

 

STONECO LTD.

(Name of Issuer)

 

CLASS A COMMON SHARES

(Title of Class of Securities)

 

G85158106

(CUSIP Number)

 

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1 (b)

 

☐	Rule 13d-1 (c)

 

☒	Rule 13d-1 (d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).  

 

1		NAME OF REPORTING PERSON   VCK Investment Fund Limited (SAC)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Bahamas

NUMBER OF SHARES  BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH		5		SOLE VOTING POWER   NONE
		6		SHARED VOTING POWER   76,654,651 (1)
		7		SOLE DISPOSITIVE POWER   NONE
		8		SHARED DISPOSITIVE POWER   76,654,651 (1)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   76,654,651 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   NOT APPLICABLE
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   30.0%(2)(3)
12		TYPE OF REPORTING PERSON   CO

 

(1)

Consists of (i) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A”), a segregated account of VCK Investment Fund Limited (SAC) (“VCK” or the “Reporting Person”); VCK is a fund controlled by André Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat Solon de Pontes (“Eduardo Pontes”), who hold 50% of the management shares each; (ii) 100,000 Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK E”), a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd. (“Cakubran”), a company jointly controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.

(2)

Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.

(3)

Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.

 

1		NAME OF REPORTING PERSON   VCK Investment Fund Limited (SAC) A
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Bahamas

NUMBER OF SHARES  BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH		5		SOLE VOTING POWER   NONE
		6		SHARED VOTING POWER   76,654,651 (1)
		7		SOLE DISPOSITIVE POWER   NONE
		8		SHARED DISPOSITIVE POWER   76,654,651 (1)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   76,654,651 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   NOT APPLICABLE
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   30.0%(2)(3)
12		TYPE OF REPORTING PERSON   CO

 

(1)

Consists of (i) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A” or the “Reporting Person”), a segregated account of VCK Investment Fund Limited (SAC) (“VCK”); VCK is a fund controlled by André Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat Solon de Pontes (“Eduardo Pontes”), who hold 50% of the management shares each; (ii) 100,000 Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK E”), a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd. (“Cakubran”), a company jointly controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.

(2)

Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.

(3)

Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.

 

1		NAME OF REPORTING PERSON   VCK Investment Fund Limited (SAC) E
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Bahamas

NUMBER OF SHARES  BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH		5		SOLE VOTING POWER   NONE
		6		SHARED VOTING POWER   76,654,651 (1)
		7		SOLE DISPOSITIVE POWER   NONE
		8		SHARED DISPOSITIVE POWER   76,654,651 (1)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   76,654,651 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   NOT APPLICABLE
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   30.0%(2)(3)
12		TYPE OF REPORTING PERSON   CO

 

(1)

Consists of (i) 100,000 Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK E” or the “Reporting Person”), a segregated account of VCK Investment Fund Limited (SAC) (“VCK”); VCK is a fund controlled by André Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat Solon de Pontes (“Eduardo Pontes”), who hold 50% of the management shares each; (ii) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A”), a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd. (“Cakubran”), a company jointly controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.

(2)

Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.

(3)

Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.

 

1		NAME OF REPORTING PERSON   André Street de Aguiar
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Brazilian Citizen

NUMBER OF SHARES  BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH		5		SOLE VOTING POWER   NONE
		6		SHARED VOTING POWER   76,654,651 (1)
		7		SOLE DISPOSITIVE POWER   NONE
		8		SHARED DISPOSITIVE POWER   76,654,651 (1)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   76,654,651 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   NOT APPLICABLE
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   30.0% (2)(3)
12		TYPE OF REPORTING PERSON   IN

 

(1)

Consists of (i) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A”), a segregated account of VCK Investment Fund Limited (SAC) (“VCK”); VCK is a fund controlled by André Street de Aguiar (“André Street” or the “Reporting Person”) and Eduardo Cunha Monnerat Solon de Pontes (“Eduardo Pontes”), who hold 50% of the management shares each; (ii) 100,000 Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK E”), a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd. (“Cakubran”), a company controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.

(2)

Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.

(3)

Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.

 

1		NAME OF REPORTING PERSON   Eduardo Cunha Monnerat Solon de Pontes
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Brazilian Citizen

NUMBER OF SHARES  BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH		5		SOLE VOTING POWER   NONE
		6		SHARED VOTING POWER   76,654,651 (1)
		7		SOLE DISPOSITIVE POWER   NONE
		8		SHARED DISPOSITIVE POWER   76,654,651 (1)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   76,654,651 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐   NOT APPLICABLE
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   30.0% (2)(3)
12		TYPE OF REPORTING PERSON   IN

 

(1)

Consists of (i) 100,000 Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK E”), a segregated account of VCK Investment Fund Limited (SAC) (“VCK”); VCK is a fund controlled by André Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat Solon de Pontes (“Eduardo Pontes” or the “Reporting Person”), who hold 50% of the management shares each; (ii) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A”), a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd. (“Cakubran”), a company jointly controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.

(2)

Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.

(3)

Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.

 

Item 1.

 

(a) Name of Issuer

 

StoneCo Ltd.

 

(b) Address of Issuer’s Principal Executive Offices

 

R. Fidêncio Ramos, 308, 10th floor—Vila Olímpia

São Paulo—SP, 04551-010, Brazil

 

Item 2(a). Name of Person Filing:

 

Item 2(b). Address of Principal Business Office:

 

Item 2(c). Citizenship:

 

VCK Investment Fund Limited (SAC) Bahamas Financial Centre, 2nd Floor, POBox N-1175 New Providence Nassau, Bahamas Bahamas Segregated Account Company (SAC)
André Street de Aguiar c/o StoneCo Ltd. R. Fidêncio Ramos, 308, 10th floor—Vila Olímpia São Paulo—SP, 04551-010, Brazil Brazilian Citizen		VCK Investment Fund Limited (SAC) A Bahamas Financial Centre, 2nd Floor, POBox N-1175 New Providence Nassau, Bahamas Bahamas Segregated Account Company (SAC)
Eduardo Cunha Monnerat Solon de Pontes 1-2 Paris Garden, Room 3.06, South Bank London, United Kingdom, SE1 8ND Brazilian Citizen		VCK Investment Fund Limited (SAC) E Bahamas Financial Centre, 2nd Floor, POBox N-1175 New Providence Nassau, Bahamas Bahamas Segregated Account Company (SAC)

 

(d) Title of Class of Securities

 

Class A Common Shares

 

(e) CUSIP Number

 

G85158106

 

Item 3. If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a:

 

This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

 

Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially Owned

 

See row 9 of the Cover Pages for each of the Reporting Persons.

 

(b) Percent of Class

 

See row 11 of the Cover Pages for each of the Reporting Persons.

 

(c) Number of shares as to which such person has:

 

(i) sole power to vote or to direct the vote

 

See row 5 of the Cover Pages for each of the Reporting Persons.

 

(ii) shared power to vote or to direct the vote

 

See row 6 of the Cover Pages for each of the Reporting Persons.

 

(iii) sole power to dispose or to direct the disposition of

 

See row 7 of the Cover Pages for each of the Reporting Persons.

 

(iv) shared power to dispose or to direct the disposition of

 

See row 8 of the Cover Pages for each of the Reporting Persons.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

See Exhibit A.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

 

Not Applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated this 13^th day of February, 2020

 

	VCK Investment Fund Limited (SAC)
	/s/ Sheldon Cartwright
	By: Sheldon Cartwright
	Title: Director
	VCK Investment Fund Limited (SAC)
	/s/ T. Anja Davis
	By: T. Anja Davis
	Title: Director
	VCK Investment Fund Limited (SAC) A
	/s/ Sheldon Cartwright
	By: Sheldon Cartwright
	Title: Director
	VCK Investment Fund Limited (SAC) A
	/s/ T. Anja Davis
	By: T. Anja Davis
	Title: Director
	/s/ André Street de Aguiar
	By: André Street de Aguiar
	VCK Investment Fund Limited (SAC) E
	/s/ Sheldon Cartwright
	By: Sheldon Cartwright
	Title: Director
	VCK Investment Fund Limited (SAC) E
	/s/ T. Anja Davis
	By: T. Anja Davis
	Title: Director
	/s/ Eduardo Cunha Monnerat Solon de Pontes
	By: Eduardo Cunha Monnerat Solon de Pontes

 

SCHEDULE 13G

 

EXHIBIT A

 

MEMBERS OF FILING GROUP

 

VCK Investment Fund Limited (SAC)

 

VCK Investment Fund Limited (SAC) A

 

VCK Investment Fund Limited (SAC) E

 

André Street de Aguiar (an individual who may be deemed to control VCK Investment Fund Limited (SAC) A and who may be deemed to jointly control VCK Investment Fund Limited (SAC) together with Eduardo Cunha Monnerat Solon de Pontes)

 

Eduardo Cunha Monnerat Solon de Pontes (an individual who may be deemed to control VCK Investment Fund Limited (SAC) E and who may be deemed to jointly control VCK Investment Fund Limited (SAC) together with André Street de Aguiar)

 

SCHEDULE 13G

 

EXHIBIT B

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 

The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Class A Common Shares of StoneCo Ltd. may be filed in a single statement on behalf of each of such persons.

 

 

Dated: February 13, 2020	VCK Investment Fund Limited (SAC)
	/s/ Sheldon Cartwright
	By: Sheldon Cartwright
	Title: Director
	VCK Investment Fund Limited (SAC)
	/s/ T. Anja Davis
	By: T. Anja Davis
	Title: Director
	VCK Investment Fund Limited (SAC) A
	/s/ Sheldon Cartwright
	By: Sheldon Cartwright
	Title: Director
	VCK Investment Fund Limited (SAC) A
	/s/ T. Anja Davis
	By: T. Anja Davis
	Title: Director
	/s/ André Street de Aguiar
	By: André Street de Aguiar
	VCK Investment Fund Limited (SAC) E
	/s/ Sheldon Cartwright
	By: Sheldon Cartwright
	Title: Director
	VCK Investment Fund Limited (SAC) E
	/s/ T. Anja Davis
	By: T. Anja Davis
	Title: Director
	/s/ Eduardo Cunha Monnerat Solon de Pontes
	By: Eduardo Cunha Monnerat Solon de Pontes